XēDAR CORPORATION March 20, 2007 Mr. Don W. Rakestraw ATLANTIC SYSTEMS CORPORATION
Exhibit
10.10
XēDAR
CORPORATION
March
20,
2007
Xx.
Xxx
X. Xxxxxxxxx
ATLANTIC
SYSTEMS CORPORATION
0000
Xxxxx Xxxxx Xxxxxx
Suite
1102
Arlington,
VA 22202
Dear
Xxx:
This
will
confirm the terms of your employment by Atlantic Systems Corporation
("Atlantic") effective on the Effective Date (as defined below): All terms
of
this agreement shall be considered valid for three years from date of
execution.
|
Position:
|
Chief
Executive Officer of Atlantic, a wholly owned subsidiary of XēDAR
Corporation ("XēDAR”,
with responsibilities as described in the attached position
description.
|
|
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Base
Salary
|
The
beginning annual Base Salary for this position will be at the 50th
percentile
for comparable companies and will be $230,000.
|
|
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Incentive
|
You
will receive incentive compensation in line with the 75% percentile
for
comparable companies. Your 2007 Incentive Compensation will be
guaranteed
at $62,000, prorated for your time of service in CYE 2007. For
example,
assuming we close on March 15th,
your
Incentive Compensation for 2007 would be computed based on 9 ½ months of
the calendar year, and would be $49,083.33
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|
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Expenses:
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Reasonable
business T/E expenses, reimbursed monthly based on
approved expense reports.
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|
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Restricted:
Stock
|
You
will be eligible for a restricted stock grant (RSU) in line with
the
90th
percentile for comparable companies for the CYE 2008. The targeted
RSU
grant will be $108,000. You must pay any applicable taxes when
due on any
RSU and XēDAR
will comply with applicable withholding requirements.
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|
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Termination:
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If
you are terminated, except for cause (which is defined as your
death or
disability, a conviction of a crime of moral turpitude, a felony,
or a
conviction resulting from actions by you which harm Point One or
its
parents (but shall not include a conviction relating to a minor
traffic or
other xxxxx offense)), you will receive $825,000 of compensation
during
the fist year of employment; $550,000 for all subsequent years
thereafter.
If you are terminated for cause, you will receive compensation
through
your date of termination only and no additional
compensation.
|
.
President
and Chief Executive
Officer
Job
Offer
Page
2
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Benefits
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In
accordance with Point One's current benefits policy.
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|
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Effective
Date:
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Upon
the closing of a transaction whereby XēDAR
acquires all if the outstanding securities
of Atlantic Systems Corporation.
|
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This
letter does not constitute an employment contract, either
expressed or implied. Any employment by Atlantic is on an "at
will" basis and may be terminated by the Board of XēDAR
at
any time, with or without cause.
With
you,
I look forward to making XēDAR
a world-class operation with a significant market capitalization.
Sincerely,
XēDAR
CORPORATION
By: /s/
Xxxx X.
Xxxxxxxxxx
/s/ Xxxx X Xxxxxx
Xxxx
X.
Xxxxxxxxxx Xxxx
X Xxxxxx, Chair
Chairman
and
CEO Compensation
Committee
XēDAR
CORPORATIONXēDAR
CORPORATION
Accepted:
/s/
Xxx X. Xxxxxxxxx
Xxx
X.
Xxxxxxxxx
